A Polish limited partnership — spółka komandytowa or sp.k. — is a commercial partnership with at least one general partner whose liability is unlimited and at least one limited partner whose liability to creditors is restricted under statutory rules. It has no legal personality, but it can own assets, enter into contracts, employ people and sue or be sued in its own name.
How the two partner roles differ
- General partner (komplementariusz): normally runs and represents the partnership and is liable for its obligations without a statutory amount limit, subsidiarily with the partnership.
- Limited partner (komandytariusz): normally does not run the business and represents it only as an attorney; liability to creditors is limited by the limited partnership sum and the contribution rules.
- The same person cannot fill both roles alone: the partnership needs at least two partners and at least one in each category.
A legal person may be the general partner. The familiar structure in which a sp. z o.o. is general partner and individuals are limited partners can reduce direct operational exposure for individuals, but it creates an additional entity and does not remove tax, accounting, governance or anti-abuse analysis.
Liability: contribution and limited partnership sum are different
The partnership answers first with its own assets. A general partner is then liable without a statutory cap under the rules for commercial partnerships. A limited partner is liable to creditors up to the amount stated in the agreement as the suma komandytowa; that exposure is reduced by the contribution actually made to the partnership under the statutory rules.
A limited partner can lose the value contributed even when external liability is reduced. Additional unlimited exposure may arise if the limited partner’s name appears in the business name or if the person acts for the partnership without disclosing a valid power of attorney.
Management, representation and information rights
- General partners represent the partnership unless the agreement or a court decision excludes a particular partner.
- A limited partner represents the partnership only under a power of attorney and should disclose it in each transaction.
- A limited partner generally does not have the right or duty to manage ordinary affairs, unless the agreement provides otherwise.
- The limited partner may request the annual financial statements and inspect books and documents to verify them.
What the agreement and business name must contain
- The business name must include the surname or business name of at least one general partner and the words spółka komandytowa; sp.k. is permitted. If a legal person is general partner, its full business name must appear.
- Do not include a limited partner’s name: doing so exposes that partner to third parties as if they were a general partner.
- The agreement states the name and registered office, business activity, duration if fixed, each contribution and value, and the limited partnership sum for each limited partner.
- There is no statutory minimum share capital.
A custom agreement is signed as a notarial deed. A standard S24 template may be signed electronically with qualified, trusted or personal signatures; in the template route, the initial contributions available under the template are cash.
How to register a limited partnership in 2026
- Define the partners, contributions, limited partnership sums, profit split, management, representation and exit rules.
- Choose the registered office and actual PKD 2025 activity codes.
- Sign a tailored notarial agreement or the standard S24 template.
- File the electronic KRS application through PRS for a notarial deed or through S24 for the template.
- Pay the court fee: PLN 500 in the standard route or PLN 250 in S24.
- Wait for the KRS entry — the partnership is created only on registration.
- Complete tax, accounting, CRBR, e-Delivery, banking and operating steps.
Since 29 November 2025, the former PLN 100 fee for publication in Monitor Sądowy i Gospodarczy is no longer added to a new KRS entry. Older guides that still quote PLN 600 or PLN 350 in total are outdated.
The partnership agreement is generally subject to PCC at 0.5% of the taxable base. With a notarial deed, the notary normally collects the tax; with S24, the partnership generally files PCC-3 and pays within 14 days. Confirm the base and statutory deductions for the actual agreement.
Taxes: CIT at partnership level and tax on distributions
A Polish limited partnership is a CIT taxpayer. The standard CIT rate is 19%; 9% may apply to qualifying small or new taxpayers for non-capital-gains income within the statutory EUR 2 million limits and subject to exclusions. The rate is not determined simply by whether a partner is an individual or a company.
- A profit distribution is generally taxed again at 19% at partner level.
- A general partner may credit a proportionate share of the partnership’s CIT against the tax on a distribution, within the statutory cap and period.
- A qualifying limited partner may exempt 50% of distribution revenue, up to PLN 60,000 per year for each limited partnership, but the exemption has exclusions connected with ownership, management and related parties.
- Residence, a tax treaty, withholding documentation and the partner’s legal form can change the result.
Accounting, ZUS and post-registration duties
- Keep full accounting books from the first transaction and prepare, approve and file annual financial statements in the KRS repository.
- Report beneficial owners to CRBR within 14 days of KRS registration or a relevant change; Saturdays and statutory holidays are excluded when counting.
- Provide supplementary tax data where required, open and report the bank account, and assess VAT and VAT-UE before relevant transactions.
- Create and monitor the e-Delivery address; new KRS registrations have been covered since 1 January 2025.
- Use PKD 2025 for a new KRS entry; the register displays up to ten codes, including one principal activity.
- Prepare invoicing and permissions for KSeF under the 2026 timetable.
Natural-person partners are generally treated as persons conducting non-agricultural activity for social-insurance purposes and may have their own social and health contribution duties. Employment, another insurance title, residence and cross-border A1 rules can change the position, so assess each partner rather than publishing one universal ZUS amount.
Can a foreign founder form or join a sp.k.?
EU and EEA nationals generally conduct business on the same terms as Polish nationals. Other foreign persons may, subject to treaties and special rules, form and join a Polish limited partnership even when they do not have one of the statuses that permits a CEIDG sole proprietorship. Ownership must still be separated from residence, work authorisation, regulated-sector and sanctions rules.
When a limited partnership may fit — and when it may not
- It may fit when at least one partner will actively manage and accept broad liability, while another supplies capital or participates with limited external exposure; the agreement needs flexible profit, governance or succession rules.
- It may be a weak fit when the founders expect a simple one-person business, equal management by everyone, investor-standard shares, minimal accounting or automatic single taxation.
- Compare a sp.k. with a sp. z o.o., general partnership and eligible sole proprietorship using total tax, ZUS, accounting, liability, financing and exit costs.
Practical launch checklist
- Map each partner’s role, liability and insurance status.
- Set contributions and limited partnership sums separately.
- Draft management, representation, profit, financing and exit rules.
- Choose S24 or a notarial agreement and PKD 2025 codes.
- File electronically and verify the KRS entry.
- Complete PCC, CRBR, tax, bank and e-Delivery steps.
- Start full accounting and the annual-report calendar.
- Model CIT and distributions for every partner.
- Configure VAT, payroll and KSeF where applicable.
- Recheck foreign-partner residence and work issues separately.
inPL can coordinate business accounting, payroll and HR and Poland market entry — from a registration checklist and document flow to recurring tax, payroll and reporting deadlines. Individual legal or tax positions should be confirmed with an authorised adviser.
Legal, tax and insurance information verified on 19 August 2026. The result depends on the agreement, partners, transactions and residence. Recheck rates, forms, thresholds and each partner’s circumstances before incorporation or distribution.